| Tue 14 Feb 2006, 17:30 | | Vodafone/ Venfin - Update On Acceptances And Inten |
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VNF
VNF
Vodafone/ Venfin - Update On Acceptances And Intention To Invoke Section 440k
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
THE UNITED STATES, AUSTRALIA,
CANADA OR JAPAN.
Vodafone Holdings (SA) (Pty) VenFin Limited
Limited
(Incorporated in the Republic (Incorporated in the
of South Africa) Republic of South Africa)
(Registration number: (Registration number:
1993/005373/07) 1948/031037/06)
("Vodafone") (Share code: VNF)
(ISIN Code: ZAE000026498)
("VenFin")
Vodafone offer for VenFin (the "Offer") - update on acceptances and intention to
invoke section 440K
1. Level of acceptances
Vodafone announces that, as at 17:00 on 13 February 2006, valid acceptances of
the Offer have been received in respect of a total of 354 342 458 VenFin
ordinary shares (93.5% of the Offer shares). Combined with the 30 252 460
ordinary shares held by Vodafone Group Plc and the 35 506 352 VenFin B ordinary
shares acquired from Rembrandt Trust (Proprietary) Limited, Vodafone group has
an effective economic interest in VenFin of 94.5% and an effective voting
interest of 96.8%.
2. Payment of Offer consideration
Offer participants who validly accept the Offer will receive the Offer
consideration within five business days of tendering their shares. VenFin
shares acquired on or after 13 February 2006 are not eligible to participate in
the Offer.
3. Participation in Newco
Only shareholders who validly accept the Offer will be able to subscribe for
Newco shares at the price of R11.24 per share. You will not be able to subscribe
for shares in Newco if you do not validly accept the Offer.
Further details of the Newco offer were included in a circular sent to VenFin
shareholders on 5 December 2005.
4. Closing date of the Offer
The closing date of the Offer is at 12:00 on 17 February 2006.
5. Intention to invoke section 440K
It was stated in the Offer document dated 5 December 2005 that should the Offer
be accepted by offerees in respect of nine-tenths or more of the Offer shares,
Vodafone reserves the right to invoke the provisions of section 440K of the
Companies Act, 1973 (Act 61 of 1973), as amended (the "Act") ("Section 440K") to
compulsorily acquire all such Offer shares in respect of which the Offer was not
accepted and apply for the termination of the listing of VenFin on the JSE
Limited ("JSE").
It was stated in a SENS announcement on 10 February 2006, that Vodafone had
received valid acceptances in excess of nine-tenths of the Offer shares and
reserves the right to invoke Section 440K.
Vodafone confirms its intention to invoke Section 440K.
A circular will be sent to those VenFin shareholders who have not accepted the
Offer, incorporating the notice envisaged by Section 440K of the Act and a
further form of surrender and transfer.
6. Suspension and termination of the listing of VenFin shares on the JSE
VenFin shares will be suspended on the JSE, with effect from the commencement of
trade on the business day following the day upon which notice in terms of
Section 440K of the Act is posted to VenFin shareholders who have not accepted
the Offer either partially or in full and terminated on the JSE, with effect
from the commencement of trade on the first Monday following the date upon which
Vodafone becomes entitled and bound to acquire, in terms of Section 440K of the
Act, those Offer shares in respect of which the Offer had not been accepted by
the closing date.
7. Further announcement
A further announcement will be made in due course confirming the date of the
posting of the notice in terms of Section 440K and the date of suspension of the
VenFin shares on the JSE.
Netherlands / Johannesburg
14 February 2006
Financial advisers to Vodafone: UBS and Goldman Sachs
South African attorneys to Vodafone: Webber Wentzel Bowens
International attorneys to Vodafone: Linklaters
Merchant Bank and Sponsor to VenFin in relation to the Offer: Rand Merchant
Bank, a division of FirstRand Bank Limited
Attorneys to VenFin in relation to the Offer: Hofmeyr Herbstein & Gihwala Inc
Important information
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any other means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, the United States,
Australia, Canada or Japan and the Offer is not capable of acceptance by any
such use, means, instrumentality or facility or from within the United States,
Australia, Canada or Japan. Accordingly, neither copies of this announcement nor
any related documentation are being or may be mailed or otherwise distributed or
sent in or into or from the United States, Australia, Canada or Japan.
Even though the Offer is not being made in or into the jurisdictions mentioned
above, the Offer is made (subject to the terms set out in the Offer document) to
all holders of ordinary shares in VenFin, including those to whom the Offer
document may not have been despatched, but excluding Vodafone group and any
subsidiaries of VenFin. The offerees are informed that copies of the Offer
document, including the attached form of acceptance, surrender and transfer are
available for collection (during normal business hours) from Computershare
Investor Relations 2004 (Proprietary) Limited at 70 Marshall Street,
Johannesburg, 2001 South Africa.
Date: 14/02/2006 05:30:07 PM Produced by the JSE SENS Department
